[CCWG-ACCT] Concept of some form of "independent" member

Gregory, Holly holly.gregory at sidley.com
Fri Jul 17 11:43:50 UTC 2015


U.S. Law perspective



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________________________________
From: accountability-cross-community-bounces at icann.org on behalf of Nigel Roberts
Sent: Friday, July 17, 2015 06:41:58 AM
To: Dr Eberhard W Lisse
Cc: accountability-cross-community at icann.org
Subject: Re: [CCWG-ACCT] Concept of some form of "independent" member

In English Law, certainly not! They are something more akin to a
partnership, in that they have no legal personality other than that of
the natural persons who come together for a joint purpose, and have (in
England) joint and several, unlimited legal liability.

The clue is in the Latin root of the word corporation which, literally
means "becoming a body". Thus anything unincorporated has not acquired
legal personality.

I have to say I've always been fascinated to read that there are actual
towns and cities that do not exists as bodies corporate, but that's, I
suppose, a rathole for a bar discussion.


On 17/07/15 12:35, Dr Eberhard W Lisse wrote:
> Are UAs legal persons?
>
> el
>
> On 2015-07-17 13:13 , Gregory, Holly wrote:
>> Natural persons (humans) are legal persons
>>
>>
>>
>> Sent with Good (www.good.com<http://www.good.com>)
>> *
>>
>> *
>> ------------------------------------------------------------------------
>> *From:* accountability-cross-community-bounces at icann.org on behalf of
>> Nigel Roberts
>> *Sent:* Friday, July 17, 2015 05:51:22 AM
>> *To:* accountability-cross-community at icann.org
>> *Subject:* Re: [CCWG-ACCT] Concept of some form of "independent" member
>>
>> Greg
>>
>> I think this is incorrect. I find it hard to imagine a corporation (and,
>> particularly a non-profit corporation) which is required by law to
>> restrict membership to legal persons in this way, that is to *require*
>> members to be legal persons.
>>
>> I cannot believe US law is so fundamentally different here -- members of
>> a corporation may normally be either natural persons or legal persons
>> unless there are explicit restrictions in the Articles, which is a
>> matter of choice, not compulsion.
>>
>> (I can imagine a non-profit CHOOSING to restrict membership to one or
>> the other but I can't imagine any statutory requirement of this nature.)
>>
>> A trade association MIGHT restrict membership to legal persons: e.g. the
>> Association of Incorporated Widget Makers (fictitious) may only allow
>> incorporated makes of widgets; however it would be less unexpected to
>> see non-profits expecting members to be natural persons only (e.g. the
>> American Radio Relay League see http://www.arrl.org/arrl-by-laws).
>>
>> Can you expand on this please?
>>
>>
>>
>>
>>
>> On 17/07/15 09:47, Greg Shatan wrote:
>>
>>> hands of the community, and to have these powers as a matter of right.
>>> Members must be legal persons.
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